Parex Resources : 2022 Management Information Circular

2023

Management Proxy Circular Parex Resources Inc. i

Board Chair's Message

On behalf of the Board of Directors (the "Board") and Management team of Parex Resources Inc ("Parex" or the "Company"), we invite you to participate in our Annual General and Special Meeting (the "Meeting") of the shareholders of Parex on May 11, 2023, at 9:30 a.m. MST at the Conference Centre on the 4th floor of Eighth Avenue Place East Tower, 525-8th Avenue S.W., Calgary, Alberta T2P 1G1, or virtually at https://meetnow.global/M9TT6PK. The accompanying Management Information Circular includes important information about the meeting and how to vote.

Over the past number of years, Management has put a Colombia-focused strategy into motion, taking decisive steps to transform the Company into the country's largest independent oil and gas operator. In 2022, the Company proactively invested in importing and testing various proven technology approaches that had not been widely applied in Colombia. These included synthetic drilling fluids, horizontal drilling as well as waterflood for secondary recovery. In aggregate, these technologies enable us to exploit our resource base much more effectively, reducing costs, improving production levels, increasing recovery rates, and setting the business up for long-term success. This past year was also instrumental in progressing our exploration portfolio, positioning the Company to drill three high- impact prospects in 2023 including one that is within our memorandum of understanding with Ecopetrol S.A.

In 2022, Parex continued to build on its track record of sustainable and market competitive shareholder returns, increasing its quarterly dividend, which was first introduced in 2021, by 100% from C$0.125 per share to C$0.25 per share, and completing its normal course issuer bid for the fourth consecutive year. Since 2017, Parex has returned over C$1.3 billion to its shareholders through share repurchases and dividends. With a capital allocation framework that targets returning at least one third of total funds flow provided by operations and 100% of free funds flow(1) to our shareholders, we plan to continue delivering on our track record of strong returns of capital into the future.

Parex continues to be a leader in environmental, social and governance ("ESG") performance based on third-party rating agencies' rankings and was recently recognized by Morningstar Sustainalytics as a 2023 ESG Industry Top Rated company. With a year-over- year greenhouse gas intensity reduction of approximately 14% in 2022 and a 43% reduction since 2019, Parex is making steady progress towards its goal of reducing the Company's operated scope 1 and 2 emissions intensity by 50% by 2030 from its 2019 baseline. Additionally, the Company progressed its diversity and inclusion program, by not only being recognized on Bloomberg's 2023 Gender Equality Index, but also achieving its Board gender diversity commitment ahead of plan.

I am also pleased to share that this past year, the Colombian Government awarded Parex five projects through its Work For Taxes program, representing approximately US$23 million that can be applied directly to investments in communities. This is the largest award made in the program's history, and is a a testament to our long-term commitment to provide social support and build capacity in the communities where we operate.

Our efforts in 2022 have strategically positioned the Company for operational and financial success now and into the future. Parex's Board of Directors is confident that Management will continue to enable Parex to deliver on its strategy and provide continued growth for shareholders.

In closing, I'll note that Paul Wright has elected to retire from the Parex Board at this year's Meeting. He has served on the Board since the Company's inception, and was a director of its predecessor, Petro Andina Resources Inc. I want to thank Paul for his contributions and commitment to our success and wish him well in his future endeavors.

Wayne Foo

Chair of the Board

Yours Truly,

"Wayne Foo"

Wayne Foo

Chair of the Board of Directors

Note:

(1) Capital management measure. See "Advisories - Non-GAAP and other Financial Measures Advisory".

2023

Management Proxy Circular Parex Resources Inc. ii

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

Date & Time:	May 11, 2023 at 9:30 a.m. (Calgary time)
Place:	The Conference Centre on the 4th floor of Eighth Avenue Place East Tower, 525 - 8th Avenue S.W., Calgary,
	Alberta T2P 1G1, and virtually at: https://meetnow.global/M9TT6PK
Record Date:	March 27, 2023

TO THE HOLDERS OF COMMON SHARES

Notice is hereby given that the Annual General and Special Meeting (the "Meeting") of holders ("Shareholders") of common shares ("Common Shares") of Parex Resources Inc. ("Parex" or the "Company") will be held on May 11, 2023 at 9:30 a.m. (Calgary time) for the following purposes:

1. to receive and consider the financial statements of the Company for the year ended December 31, 2022, and the auditors' report thereon;
2. to fix the number of directors to be elected at the Meeting at nine (9);
3. to elect nine (9) directors;
4. to appoint the auditors of the Company and to authorize the directors to fix their remuneration as such;
5. to consider and, if deemed advisable, to pass an ordinary resolution approving all unallocated options issuable under the stock option plan of the Company, as more particularly described in the management information circular of the Company dated April 3, 2023 (the "Information Circular");
6. to consider an advisory, non-binding resolution (a "Say on Pay" vote) on the Company's approach to executive compensation as more particularly described in the Information Circular; and
7. to transact such further and other business as may properly come before the Meeting or any adjournments or postponements thereof.

The nature of the business to be transacted at the Meeting is described in further detail in the Information Circular.

The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting is March 27, 2023 (the "Record Date"). Shareholders of the Company whose names have been entered in the register of Shareholders at the close of business on that date will be entitled to receive notice of and to vote at the Meeting, provided that, to the extent a Shareholder transfers the ownership of any of such Shareholder's Common Shares after such date and the transferee of those Common Shares establishes that the transferee owns the Common Shares and requests, not later than 10 days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those Common Shares at the Meeting.

This year, we are offering Shareholders a choice of attending the Meeting either in-person or virtually. Due to the impact of COVID-19 over the past three years, we have been unable to hold in-person Shareholder meetings. The experience of holding virtual Shareholder meetings since 2020 has generally been positive, providing Shareholders with the ability to attend, ask questions and vote in real time at the Meeting, regardless of their geographic location. Participation at virtual Shareholder meetings has enabled access to a wider spectrum of Shareholders, including our own Colombian employee base, than is possible through an exclusively in-person Shareholder meeting. With these benefits in mind, and with the improvements that have continued to be made to the technology in the forum of virtual shareholder meetings, we are happy to offer a hybrid meeting for 2023. We hope that Shareholders will take the opportunity to join the Meeting in-person, where possible, and look forward to seeing even more Shareholders at the Meeting virtually.

For those attending the Meeting in-person, the Meeting will be held at the Conference Centre on the 4th floor of Eighth Avenue Place East Tower, 525 - 8th Avenue S.W., Calgary, Alberta T2P 1G1. For those attending the Meeting virtually, it can be accessed at https:// meetnow.global/M9TT6PK. Registered Shareholders and duly appointed proxyholders who attend the Meeting virtually will be able to ask questions and vote, all in real time, provided that they are connected to the internet and comply with all of the requirements set out in the Information Circular. Non-registered (beneficial) Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting virtually as guests, but will not be able to participate or vote at the Meeting. Further details and instructions are provided in the Information Circular under the heading "Proxies".

As described in the enclosed Meeting materials, registered Shareholders are entitled to participate at the Meeting if they held their Common Shares as of the close of business on the Record Date.

The persons named in the enclosed form of proxy are directors and/or officers of the Company. Each Shareholder has the right to appoint a proxyholder other than such persons, who need not be a Shareholder, to act for such Shareholder and on such Shareholder's behalf at the Meeting. Registered Shareholders who wish to appoint a third party proxyholder other than the named Parex proxy nominees can do so by printing the proxyholder's name in the space provided in the enclosed form of proxy. Non-registered (beneficial) Shareholders who wish to vote at the Meeting will be required to appoint themselves as proxyholder in advance of the Meeting by writing their own name in the space provided on the voting instruction form provided by their intermediary, generally being a bank, trust company, securities broker, trustee or other institution. In all cases, Shareholders must carefully follow the instructions set out in their applicable proxy or voting instruction forms AND those set out in the Information Circular under the heading "Proxies - Solicitation and Appointment of Proxies - How to Vote".

2023

Management Proxy Circular Parex Resources Inc. iii

Registered Shareholders and duly appointed proxyholders (including beneficial Shareholders who have duly appointed themselves as proxyholders) who participate at the Meeting virtually will be able to listen to the Meeting, ask questions and vote, all in real time, provided that they are connected to the internet. Guests, including non-registered Shareholders who have not duly appointed themselves as proxyholder, can log in to the Meeting as set out in the Information Circular, under the heading " Proxies - Solicitation and Appointment of Proxies - Attending the Meeting as a Guest". Guests attending the Meeting virtually can listen to the Meeting but will not able to participate or vote.

If you attend the Meeting virtually and you are a registered Shareholder or duly appointed proxyholder and wish to vote at the Meeting, it is important that you remain connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedures. If you have questions regarding your ability to participate or vote at the Meeting, please contact our registrar and transfer agent Computershare Trust Company of Canada at 1-800-564-6253.

If you do not wish to attend the Meeting, either in-person or virtually, please refer to the enclosed Meeting materials for information on how to vote by appointing a proxyholder, submitting a proxy in advance of the Meeting or, in the case of a non-registered Shareholder, through an intermediary. Voting by proxy is the easiest way to vote, as it enables someone else to vote at the Meeting on your behalf. Voting in advance of the Meeting is available via the means described in your proxy or voting instruction form and our Meeting materials, and include the following:

BY MAIL	BY HAND	BY FACSIMILE
Computershare Trust Company of	Computershare Trust Company of Canada,	1-866-249-7775
Canada,	8th Floor, 100 University Avenue,	or
Proxy Department, 8th Floor, 100	Toronto, Ontario M5J 2Y1	1-416-263-9524
University Avenue,
Toronto, Ontario M5J 2Y1

BY TELEPHONE

1-866-732-VOTE (8683) (toll free within

North America) or

1-312-588-4290 (outside North America)

BY INTERNET

Use the 15-digit control number at

www.investorvote.com

All proxies must be received not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time set for the Meeting or any adjournments or postponements thereof. Instructions are listed in the enclosed form of proxy and see also "Solicitation and Appointment of Proxies - General" in the Information Circular. In the event of a strike, lockout or other work stoppage involving postal employees, the enclosed proxy should be deposited with Computershare by hand delivery, by facsimile, by telephone or through the internet.

The instrument appointing a proxy shall be in writing and shall be executed by the Shareholder or the Shareholder's attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized.

DATED at Calgary, Alberta this 3rd day of April, 2023

BY ORDER OF THE BOARD OF DIRECTORS

"Imad Mohsen"

Imad Mohsen

President and Chief Executive Officer and a Director

2023

Management Proxy Circular Parex Resources Inc. iv